Common use of Agreement; Effect of Inconsistencies with Act Clause in Contracts

Agreement; Effect of Inconsistencies with Act. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Members hereby agree to the terms and conditions of this Company Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Members that this Company Agreement shall be the sole source of agreement among the Members, and, except to the extent a provision of this Company Agreement expressly incorporates federal income tax rules by reference to Sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Company Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Company Agreement is prohibited or ineffective under the Act, this Company Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Company Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. The parties hereby agree that each party shall be entitled to rely on the provisions of this Company Agreement, and no party shall be liable to the Company or to any Member for any action or refusal to act taken in good faith reliance on the terms of this Company Agreement. The Members and the Company hereby agree that the duties and obligations imposed on the Company and the Members as such shall be those set forth in this Company Agreement, which is intended to govern the relationship among the Company and the Members, notwithstanding any provision of the Act or common law to the contrary.

Agreement; Effect of Inconsistencies with Act. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the Company and the Members executing this Agreement hereby agree to the terms and conditions of this Company Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Members that this Company Agreement shall be the sole source of agreement among the Members, and, except Except to the extent a provision of this Company Agreement expressly incorporates federal income tax rules by reference to Sections sections of the Code or Regulations or is expressly prohibited or ineffective under the ActAct or any other applicable law or rule, this Company Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Company Agreement is prohibited prohibited, ineffective, invalid, illegal or ineffective unenforceable under the ActAct or other applicable law or rule, this Company Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under the ActAct or other applicable law or rule. In the event that either the Act or other applicable law or rule is subsequently amended or interpreted in such a way to make any provision of this Company Agreement that was formerly invalid validinvalid, illegal or unenforceable valid (or there shall be added as part of this Agreement a provision as similar as possible to such invalid, illegal or unenforceable provision), such new or amended provision shall be considered to be valid from and effective on the effective date upon which the prior provision was held to be invalid, illegal or unenforceable. Any of such interpretation the remaining provisions shall not in any way be impaired or amendmentaffected. The parties Members hereby agree that each party Member shall be entitled to rely on the provisions of this Company Agreement, and no party Member shall be liable to the Company or to any Member for any action or refusal to act taken in good faith reliance on the terms of this Company Agreement. The Members and the Company hereby agree that the duties and obligations imposed on the Members of the Company and the Members as such shall be those set forth in this Company Agreement, which, together with the other agreements executed by and between the Members on or prior to the Effective Date, in connection with this Agreement, represent the entire agreement among all the Members and between the Members and the Company, on the Effective Date, as to the matters covered hereby and supersedes and replaces all prior or contemporaneous agreements, commitments and understandings, oral or written, between the Members and the Company, and which is intended to govern the relationship among the Company and the Members, notwithstanding any provision of the Act or common law to the contrary.

Agreement; Effect of Inconsistencies with Act. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Members hereby agree to the terms and conditions of this Company Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Members that this Company Agreement shall be the sole source of agreement among the Members, and, except to the extent a provision of this Company Agreement expressly incorporates federal income tax rules by reference to Sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Company Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Company Agreement is prohibited or ineffective under the Act, this Company Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Company Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. The parties hereby agree that each party shall be entitled to rely on the provisions of this Company Agreement, and no party shall be liable to the Company or to any Member for any action or refusal to act taken in good faith reliance on the terms of this Company Agreement. The Members and the Company hereby agree that the duties and obligations imposed on the Company and the Members as such shall be those set forth in this Company Agreement, which is intended to govern the relationship among the Company and the Members, notwithstanding any provision of the Act or common law to the contrary.. 15.6

Agreement; Effect of Inconsistencies with Act. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the Company and the Members executing this Agreement hereby agree to the terms and conditions of this Company Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Members that this Company Agreement and the Non-Compete Agreement of even date herewith, by and between the Initial Members (the "Non-Compete Agreement"), shall be the sole source of agreement among of the Membersparties regarding the Company, and, except to the extent a provision of this Company Agreement expressly incorporates federal income tax rules by reference to Sections sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Company Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other applicable law or rule. To the extent any provision of this Company Agreement is prohibited prohibited, ineffective, invalid, illegal or ineffective unenforceable under the Act, or other applicable law or rule, this Company Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under the ActAct or other applicable law or rule. In the event that either the Act Act, or other applicable law or rule, is subsequently amended or interpreted in such a way to make any provision of this Company Agreement that was formerly invalid validinvalid, illegal or unenforceable valid (or there shall be added as part of this Agreement a provision as similar as possible to such invalid, illegal or unenforceable provision), such new or amended provision shall be considered to be valid from and effective on the effective date upon which the prior provision was held to be invalid, illegal or unenforceable. Any of such interpretation the remaining provisions shall not in any way be impaired or amendmentaffected. The parties Members hereby agree that each party Member shall be entitled to rely on the provisions of this Company Agreement, and no party Member shall be liable to the Company or to any Member for any action or refusal to act taken in good faith reliance on the terms of this Company Agreement. The Members and the Company hereby agree that the duties and obligations imposed on the Members of the Company and as of the Members as such shall be Effective Date of this Agreement, are those set forth in this Company Agreement and the Non-Compete Agreement, which is Agreements supersede and replace all prior or contemporaneous agreements, commitments and understandings, oral or written, between the Members and the Company, and which are intended to govern the relationship among the Company and the Members, notwithstanding any provision of the Act or common law to the contrary.

Agreement; Effect of Inconsistencies with Act. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Members hereby agree to the terms and conditions of this Company Agreement, as it may from time to time be amended and/or restated according to its terms. It is the express intention of the Members parties hereto that this Company Agreement shall be the sole source of agreement among of the Membersparties, and, except to the extent a provision of this Company Agreement expressly incorporates federal income tax rules by reference to Sections sections of the Code or the Treasury Regulations or which is expressly prohibited or ineffective under the Act, this Company Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Company Agreement is prohibited or ineffective under the Act, this Company Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Company Agreement that valid which provision was formerly determined to be invalid validunder the Act before such amendment or interpretation, such original provision shall be considered to be valid from the effective date of such interpretation amendment or amendmentinterpretation. The parties Members hereby agree that each party Member and Manager shall be entitled to rely on the provisions of this Company Agreement, and no party Member or Manager shall be liable to the Company or to any Member for any action or refusal to act taken in good faith reliance on the terms of this Company Agreement. The Members and the Company hereby agree that the duties and obligations imposed on the Company Members and the Members as such Manager shall be those set forth in this Company Agreement, which Agreement is intended to govern the relationship among the Company Company, the Members and the MembersManager, notwithstanding any provision of the Act or common law to the contrary. Notwithstanding, this Agreement is expressly subject to, and shall be controlled by, the Articles in the event of any inconsistency or variance between the terms of this Agreement and the Articles.

Agreement; Effect of Inconsistencies with Act. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is are hereby acknowledged, the Company and the Members executing this Agreement hereby agree to the terms and conditions of this Company Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Members that this Company Agreement and the Non-Compete Agreement of even date herewith, by and between the Initial Members (the "Non-Compete Agreement"), shall be the sole source of agreement among of the Membersparties regarding the Company, and, except to the extent a provision of this Company Agreement expressly incorporates federal income tax rules by reference to Sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Company Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other applicable law or rule. To the extent any provision of this Company Agreement is prohibited prohibited, ineffective, invalid, illegal or ineffective unenforceable under the Act, or other applicable law or rule, this Company Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under the ActAct or other applicable law or rule. In the event that either the Act or other applicable law or rule is subsequently amended or interpreted in such a way to make any provision of this Company Agreement that was formerly invalid validinvalid, illegal or unenforceable valid (or there shall be added as part of this Agreement a provision as similar as possible to such invalid, illegal or unenforceable provision), such new or amended provision shall be considered to be valid from and effective on the effective date upon which the prior provision was held to be invalid, illegal or unenforceable. Any of such interpretation the remaining provisions shall not in any way be impaired or amendmentaffected. The parties Members hereby agree that each party Member shall be entitled to rely on the provisions of this Company Agreement, and no party Member shall be liable to the Company or to any Member for any action or refusal to act taken in good faith reliance on the terms of this Company Agreement. The Members and the Company hereby agree that the duties and obligations imposed on the Members of the Company and as of the Members as such shall be Effective Date of this Agreement are those set forth in this Company Agreement and the Non- Compete Agreement, which is agreements supersede and replace all prior or contemporaneous agreements, commitments and understandings, oral or written, between the Members and the Company and which are intended to govern the relationship among the Company and the Members, notwithstanding any provision of the Act or common law to the contrary.

Agreement; Effect of Inconsistencies with Act. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the The Members hereby agree to the terms and conditions of this Company Agreement, as it may from time to time be amended amended, supplemented or restated according to its terms. It The Members intend that (a) without limitation of any agreement to which any affiliate of any Member shall be a party (other than the letter of intent among ML&P, Marriot and Exclusive Resorts, dated July 1, 2004, which is the express intention of the Members that intended to be hereby superceded) this Company Agreement shall be the sole source of the agreement among the Membersthem, and, and (b) except to the extent a provision of this Company Agreement expressly incorporates federal income tax rules by reference to Sections sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Company Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rulelaw. To the extent any provision of this Company Agreement is prohibited or ineffective under the Act, this Company Agreement shall be considered amended to the smallest degree possible in order to make the Agreement such provision effective under the Act. In the event If the Act is subsequently amended or interpreted in such a way as to make any validate a provision of this Company Agreement that was formerly invalid validinvalid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. The parties hereby agree that each party Each Member shall be entitled to rely on the provisions of this Company Agreement, and no party Member shall be liable to the Company or to any other Member for any action or refusal to act taken in good faith reliance on the terms of this Company Agreement. The Members and the Company hereby agree that the duties and obligations imposed on the Company and the Members as such shall be those set forth in this Company Agreement, which is intended to govern the relationship among the Company and the Members, notwithstanding any provision of the Act or common law to the contrary.

Agreement; Effect of Inconsistencies with Act. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members executing this Company and the Members Agreement hereby agree to the terms and conditions of this Company Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Members that the Articles and this Company Agreement shall be the sole source of agreement among of the Membersparties, and, except to the extent a provision of this Company Agreement expressly incorporates federal income tax rules by reference to Sections sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Company Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent any provision of this Company Agreement is prohibited or ineffective under the Act, Act this Company Agreement shall be considered amended to the smallest degree possible in order to make the Agreement agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this the Company Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment. The parties Members hereby agree that each party Member shall be entitled to rely on the provisions of this Company Agreement, and no party Member shall be liable to the Company or to any Member for any action or refusal to act taken in good faith reliance on the terms of this Company Agreement. The Members and the Company hereby agree that the duties and obligations imposed on the Members of the Company and the Members as such shall be those set forth in this Company Agreement, which is intended to govern the relationship among the Company and Company, the Members, Members notwithstanding any provision of the Act or common law to the contrary.

Agreement; Effect of Inconsistencies with Act. For and in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Members executing this Company and the Members Agreement hereby agree to the terms and conditions of this Company Agreement, as it may from time to time be amended according to its terms. It is the express intention of the Members that this Company Agreement shall be the sole source of agreement among of the Membersparties, and, except to the extent a provision of this Company Agreement expressly incorporates federal Federal income tax rules by reference to Sections sections of the Code or Regulations or is expressly prohibited or ineffective under the Act, this Company Agreement shall govern, even when inconsistent with, or different than, than the provisions of the Act or any other law or rule. To the extent any provision of this Company Agreement is prohibited or ineffective under the Act, this Company Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under the Act. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Company Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date Effective Date of such interpretation or amendment. The parties Members hereby agree that each party Member shall be entitled to rely on the provisions of this Company Agreement, and no party Member shall be liable to the Company or to any other Member for any action or refusal to act taken in good faith reliance on the terms of this Company Agreement. The Members and the Company hereby agree that the duties and obligations imposed on the Company and the Members as such shall be those set forth in this Company Agreement, which is intended to govern the relationship among the Company and the Members, notwithstanding any provision of the Act or common law to the contrary.and